Disclaimer: Danny Phantom and all related characters and information are the property of Butch Hartman and Viacom International Inc.

Please note: This was written before the start of Season Two, so some of the information in here does not coincide with later episodes. However, it was meant to do that, and all other OOC mannerisms are done on purpose. This story is AU, after all. I will, however, correct a few of the name errors that were made. The only one that I am leaving as it was is Darryl for Valerie's father, mostly because his actual name, Damen, is far too close to Damien, one of the ghosts that appears later in the story.

Chapter I

His eyes snapped open, ice blue orbs piercing the darkness of his room, and he raised his hand to his head in a futile attempt to wipe away the images of the dream he'd just snapped free of.

"Why can't I stop thinking about her? Ever since the fake-out make-out, she's the only thing on my mind." Danny looked toward his window, the moonlight filtering into his room and dancing across the floor until the wind died down, the curtains drifting lazily back into place and enshrouding the room in darkness once more.

Weird, Danny thought. Did I forget to close my window when I got in? He stumbled out of bed to close the window, but as he pushed the curtain aside, his eyes dancing over the nearby buildings painted in soft hues of shimmering radiance, he found himself drowning once more in thoughts of one of his best friends.

You're all that I can think about, Sam, and part of me knows why. I know that I like you. I may even be so bold to think that I'm falling in love with you, but I'm so afraid that you don't feel the same. It hurts so much to feel this way, to want to be with you, to be there for you…to need you the way I do.

He blinked as the last thought crossed his mind. "I need her?" he sighed. "I really need to get a hold of myself. She's just my friend, nothing more." Casting a final, longing glance at the nearly full moon above, he shut the window and cast the curtains over it, climbing back into bed.

Sam's just a friend…that's all she is, he thought as he drifted back into the gentle arms of sleep. I just wish that she could be something more.

- - - - -

Danny's eyes drifted open, a small shaft of sunlight peeking through his curtains. Pushing himself free of the soft mattress, he stretched a little before clambering out of bed and throwing on the clothes he'd set out the evening previous.

I really wish these dreams would stop, he thought somberly. I can't stop thinking about her, but I don't know what to do. Do I tell her, and if so, what if she doesn't feel the same? What if I ruin this friendship because I can't just cast my feelings aside? I don't want to lose her, but…

He sighed heavily, shaking his head to clear his mind, and the thoughts of his best friend were suddenly shunted aside as the sweet smell of his mother's cooking drifted upstairs. Walking out of his room, he headed for the stairs and the promise of warm breakfast.

"What, now you're going goth too?" Jazz asked sarcastically. "I thought that was Sam's thing."

"Huh?" he asked, looking to see the outfit he'd chosen was solid black save for the streaks of silver-gray stitching in his jeans. At this revelation, an image of the aforementioned female graced his mind, and he rubbed his eyes again. If one more thing randomly gets me to thinking about her, I'm going to scream.

"You okay, little brother?"

Danny looked up into the worried eyes of his sister. "I'm fine. I just had a rough night, you know…bad dreams."

"You know, dreams that tend to bother you like this are usually a sign of…" Jazz caught the look on Danny's face, reading clearly that he didn't want to hear it, and she raised her hands in a sign of surrender. "Shutting up."

The siblings walked into the kitchen, sitting down and being greeted with a hefty stack of pancakes on each of their plates. Jazz started in on her first one almost immediately, but Danny sat there, eyes distant, prodding his food with the fork.

"Maddie, did you make sure that there weren't any ghosts possessing the food or the cookware?" Jack asked, to which both Jazz and Danny looked at him, their eyes and body language showing a great level of agitation at his incessant ghost-talk.

Maddie hung her head slightly. "Jack Fenton, for once in this life, can we please just have a normal family breakfast without all the ecto-interruptions?" Turning from the stove where another pancake was being made, she noticed her son's quietude. "What's the matter, honey? You haven't touched your food."

Danny looked up at his mother before pushing the plate towards his father and getting up from the kitchen table. "I'm not really hungry," he replied, grabbing his jacket from the hall closet and walking out the front door."

Jack shrugged and piled Danny's pancakes onto his own plate, continuing to eat his breakfast as if nothing had happened.

- - - - -

Danny soon found himself in the park, his mind having become a labyrinthine enigma he couldn't even begin to decipher. Plopping down on a nearby bench, he buried his face in his hands.

This is just great – I can't sleep without her coming to me in dreams, I can't eat without the thought of what telling her could do ruining my appetite, and no matter where my thought line starts, it always leads back to her. I have to tell her that I…

His train of thought came to a screeching halt as a hand rested gently on his shoulder. Turning, he felt his heart race slightly as his eyes met with Sam's deep violet ones. Moving over, he offered her a spot to sit.

"You okay? I was on my way out of the house to head over to Tucker's when I saw you pass by," Sam stated.

Danny opened his mouth to answer, but the words only lodged in his throat.

Sam leaned over, her fingertips pushing his jaw up. "Close your mouth. Flies don't taste good, and you know how I feel about animals being food."

A blush ran to Danny's cheeks as Sam's soft fingers ran along his skin as she pulled away. "It's really nothing. I've just got a lot on my mind right now that I'm trying to figure out."

Sam stretched, a low yawn escaping her lips.

"You sound tired," he commented.

Sam nodded. "I haven't really been sleeping all that well for the last few days or so. For some reason, my subconscious has decided to start torturing me."

"Bad dreams?" he asked, to which Sam nodded. "Mine haven't been all that bad, but they've been…strange, to say the least. I can't even begin to figure them out." He turned to her. "So how did you find me? You follow me or something, because until I sat down, I didn't even realize I was here."

Sam blushed. "Yeah, I kinda did. You seemed really spaced out, and you didn't even notice me when you walked by." She looked at him, his black bangs falling over his eyes, hiding their sapphire depths from her own gaze, and she couldn't deny that she wanted to turn him to face her just to be able to fall into his alluring eyes. Biting back the urge, she opted for safe ground, running her hand along his shoulders.

"Sorry," Danny murmured, looking away for a moment, the blank stare on his face showing just how deep he'd fallen into his thoughts again. That was because you're all that's on my mind. You're all that's been there for a while now.

Something in his demeanor threw Sam off. "Danny?"

"If anyone asks if you've seen me, tell them that I just needed some time to be alone and to think." Standing, he moved quickly behind a tree.

"Danny, wait!" Sam called, but it was too late – the flash of light and the slight rush of the wind meant that he'd gone ghost and flown away. "How am I supposed to tell you how much I care about you?" she asked to the empty wind. "How can I begin to tell you that I love you?"

- - - - -

Danny flew as fast as he could, the warm updrafts pushing him through the morning sky, his lower half blurring into a black spectral trail, but no matter the speed at which he flew, he couldn't outrace the feelings pulling at his heartstrings. Finally slowing, he landed gently in the thick branches of a tree that sat on an isolated cliff near the city. His eyes danced over the buildings, seeing the town he called home. Here were his family, his friends, his classmates…and Sam, someone he couldn't really explain using such simple terms. She meant so much to him, and hiding his true feelings from her grew harder each time their eyes met.

And the guilt hit him. I just left her. I left her there in the park, and I know that look she gave me. God, she knows I'm hiding something. Sam…you don't understand how badly I want to tell you this, to let you know just how much you mean to me. I'd sacrifice anything just to have the courage to be able to tell you…

Danny leaned back, assured that he wouldn't phaze through the tree, letting his eyes drift shut slowly as he fell into a peaceful slumber, one person irrevocably on his mind.

- - - - -

Sam walked home, her eyes devoid – she knew Danny was hiding something from her. For the first time in she couldn't remember how long, though, he wasn't talking to her like he usually did, and she had the nagging feeling that she was the last person he wanted to be venting on. As her hand touched the knob to her house, a faint wind blew past, and she turned, hoping beyond reason that her eyes would meet with the glowing green of her love's Phantom half. Instead, she was greeted only by the cold concrete of the sidewalk and the dark, tarry asphalt of the street, and she turned and headed for her room, tears biting fiercely in the corners of her eyes.

Why couldn't I tell him? Why can't I just let him know how I feel? He deserves to know, but…those eyes…I can get so lost in them. I can handle myself in any other situation, but the minute those beautiful ocean blues look at me…words feel like they mean so little.

Sam rolled over on her bed, still fighting the tears she didn't want to let flow, slowly but assuredly falling into a dreamless, dozing rest; she fell asleep so long, in fact, that only near sunset did she finally rise from her bed. The sunlight fell in long golden arcs across her floor, and a single thought flowed through her sleep-fogged mind.

Danny, I need you…

- - - - -

Danny's eyes snapped open and he sat up, almost positive he'd just heard Sam's voice. Finding somewhat hard to see, he let his left arm return to human form long enough to look at his watch and realize just how late it was, taking off for home. Rather than the imposing sign reading "Fenton Works" coming into view, he came instead to the house of the female he'd been trying so hard to avoid.

Phazing in through one of the walls, Danny hovered into one of the corners, drawing himself into it as far as he could in a desperate attempt to keep Sam from realizing that he was there.

The female in question was busy in her closet, searching for something to wear to bed, finally coming across an all-black, knee-length nightie. Walking out of the closet, she failed to notice the few-degree drop in temperature.

Danny thanked his lucky stars that ghosts didn't need to breathe because he was sure that it would have given him away when Sam walked back into the room. What shocked him even further, nearly startling him out of ghost form, was that Sam peeled herself out of the clothes she'd been wearing that morning, leaving her in nothing but her panties and bra. His jaw dropped, seeing what the clothes she wore hid, her chest and hips a subtle addition to her feminine good looks.

Sam…you're beautiful. Here, I've been pining away for Valerie and Paulina, and you're…you're more attractive than both of them combined. He mentally smacked himself for both not seeing the Sam beneath the veneer of the cynical goth she was in public, seeing her for her calm demeanor, her physical beauty – which nearly rivaled her inner beauty in so many ways – and the fact that she was just the same Sam, no matter what. Shaking his head to clear his thoughts, he barely caught Sam tossing on her nightie.

The goth, still unaware of the ghostly presence in her room, grabbed a cassette from a small drawer in her dresser and casually jammed it into a handheld audio recorder. Placing the clip over her ear, she positioned the microphone a short distance away from her mouth as she plopped onto her bed, tapping the 'record' button once she was comfortable.

"May twentieth, whatever year it says on the tape. Dear Diary…" she began, lapsing into silence, thinking about what to say.

Danny knew that he should leave, that he should have left moments before, as this was Sam's private time to herself, but his curiosity got the better of him.

"I have no idea what he's hiding from me, but I know it's something that's taking a lot of mental willpower to not tell me. He's normally so open. Of whom am I speaking? The hybrid who's been on my mind so often that he's taken up most of the space on these tapes lately. Ever since that kiss when I saved him from Valerie, he's been there in all my thoughts…especially with that weird zoned-out look he had at first, like he'd enjoyed it." She shook her head softly. "You'd think being a goth would have made me immune to this kind of sappy emotional overload, but hey, this is the me that no one sees."

I see it now, Sam, Danny thought.

"After he left me alone in the park, I started thinking about the time that Ember was here and what her spell had done to him. I liked the attention that he was giving me, though the degree to which he took it was a little short of intimidating." She sighed. "The funny thing is, that was when I learned what it was about him that first attracted me to him, and I'd love to blame Ember for having some part in it, but really, the only one at fault here is me…basically because I can't tell him how much I care. Regardless, it really threw me for a loop when I realized what drew me in. I would have thought it to be his somewhat clumsy, devil-may-care attitude or the fact that he's become something of a role model since the accident, but it's something so simple that I kept thinking I was just deluding myself.

Danny's eyebrow was quirked in question so fervently that he figured it was all but disappearing into his hairline. What is it that has you attracted to me?

"It's…his eyes, and the funny thing is, it doesn't matter to me which ones. As a human, his eyes come off as cold and uncaring, an icy blue so deep you'd be almost sure that his veins were pumping frozen water rather than blood. But once you get to know him, you see the real fire burning beneath that layer of cold aloofness. And when it comes to Danny Phantom…" She stopped momentarily, smiling. "I'm hearing myself thinking what I'm going to say, and I sound so cheesy. Ah, whatever. When it comes to Danny Phantom, he's everything that I wish I could be – strong, confident, brave – and he's handsome as hell to boot. When I first encountered his ghost half after the accident, the ways his eyes glow on their own kind of scared me, but more and more, I feel like he's pulling my soul into him, chaining me to him in some intricate, mystical way that I can't even begin to figure out." She shifted against the pillows, snuggling into their soft fluffiness. "Ah, well, I thought I had more, but I guess this is it for today. Until tomorrow, then. Signed, Samantha Manson."

She refers to herself as Samantha? I tried that once and she had me singing the high notes for a whole day. Danny passed through the wall and waited a few minutes before knocking on her window.

By now, Sam had curled up under the covers on her bed. The light tapping on her window forced her to open her eyes, and they met the same brilliant green ones she'd been talking about just moments before. A slight twitch of her head signaled for him to pass through. As he settled to the floor, a luminescent ring appeared around him. Sam shook her head almost imperceptibly, Danny staying in ghost form.

"How have you been, Sam?" he asked.

"Okay, aside from being abandoned earlier today," she replied.

Danny's right hand moved behind his head, an insecure smile on his lips. "Sorry."

Sam waved her hand dismissively. "What are you doing here anyway? It's kinda late," she asked, her eyes again locking with his.

"I, uh, just wanted to make sure that you're doing okay. I felt bad about leaving you like I did today. I just needed some time alone to think." I'm so glad I stayed in ghost form. I would have lost my pants by now out of sheer embarrassment alone.

"Um, Sam?" he asked, his voice cracking slightly. As she looked up at him, he felt his legs go weak as her eyes met his. Only when Sam's eyes widened in surprise did he look down to find himself phazing through her floor.

Sam reached out quickly and took his hand, helping him get out of the floor, feeling a light blush flare up in her cheeks as she did so, the heated sensation a strange counterpoint to the chill his touch sent up her arm. "Danny, what's bothering you? You've seemed out of it all day."

"I don't quite know how to put it to words," he answered as he hovered around the room.

A rather loud yawn escaped her lips, and Sam blinked, struggling to stay awake.

"You sound tired. I'm going to head on home."

Sam smiled and rolled over as Danny pulled the covers up to her chin. Without thinking, his hand ran lightly over her cheek, and she shivered at his cold touch.

"Good night, Sam. I hope your dreams are pleasant tonight."

She smiled again, softer this time, her eyes fluttering. "Thanks, Danny."

He backed off and left the room, leaving Sam alone once more, her half-lidded eyes watching him disappear in a blur of black and white.

My dreams are always pleasant, Danny. I just can't bring myself to tell you.